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                                                                  EXHIBIT 10(b)

                            INDEMNIFICATION AGREEMENT


         THIS AGREEMENT is made this _____ day of __________ by and between
VALUE CITY DEPARTMENT STORES, INC., an Ohio corporation (the "Company"), and
___________________, an individual and a director and/or officer of the Company
(the "Indemnitee").

                                    RECITALS

         WHEREAS, Indemnitee is either a member of the Board of Directors or an
officer of the Company, or both, and in such capacity is performing a valuable
service for the Company;

         WHEREAS, the Company has adopted Articles of Incorporation (the
"Articles") providing for the indemnification of the directors, officers, agents
and employees of the Company to the maximum extent authorized by Ohio General
Corporation Law, as amended to date (the "Ohio Statute");

         WHEREAS, the Ohio Statute specifically provides that it is not
exclusive, and thereby contemplates that contracts may be entered into between
the Company and its directors, officers, agents and employees with respect to
indemnification of such persons;

         WHEREAS, recent developments with respect to the application, amendment
and enforcement of statutory and other indemnification provisions generally have
raised questions concerning the adequacy and reliability of the protection
afforded to directors and officers thereby; and

         WHEREAS, in order to resolve such questions and thereby induce
Indemnitee to continue to serve as a member of the Board of Directors of the
Company or an officer, or both, the Company has determined and agreed to enter
into this contract with Indemnitee;

                                    AGREEMENT

         NOW, THEREFORE, in consideration of Indemnitee's continued service with
the Company after the date hereof the parties agree as follows:

         1. D & O Insurance. The Company represents that it has directors and
officers liability insurance ("D& O Insurance").

         2. Indemnity. Subject only to the exclusions set forth in Section 3
hereof, the Company hereby further agrees to hold harmless and indemnify
Indemnitee against any and all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
Indemnitee in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative
(including an action by or in the right of the Company) to which Indemnitee is,
was or at any time becomes a party, or is threatened to be made a party, by
reason of the fact that Indemnitee is, was or at any time becomes a director,
officer, employee or agent of the Company, or is or was serving or at any time
serves at the request of the Company as a director, trustee, officer, employee,
member, manager or agent of another corporation, limited liability company,
partnership, joint venture, trust or other enterprise to the fullest extent
authorized and permitted by the provisions of the Ohio Statute, or by any
amendment thereof or other statutory provisions authorizing or permitting such
indemnification which is adopted after the date hereof.

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         3. Limitations on Indemnity. No indemnity pursuant to Section 2 hereof
shall be paid by the Company:

                  (a) except to the extent the aggregate of losses to be
         indemnified hereunder exceed the amount of such losses for which the
         Indemnitee is indemnified either pursuant to Section 2 hereof or
         pursuant to any D & O Insurance purchased and maintained by the
         Company;

                  (b) in respect to remuneration paid to Indemnitee if it shall
         be determined by a final judgment or other final adjudication that such
         remuneration was in violation of law;

                  (c) on account of any suit in which judgment is rendered
         against an Indemnitee for an accounting of profits made from the
         purchase or sale by Indemnitee of securities of the Company pursuant to
         the provisions of Section 16(b) of the Securities Exchange Act of 1934
         and amendments thereto or similar provisions of any federal, state or
         local statutory law;

                  (d) on account of Indemnitee's act or omission being finally
         adjudged to have involved an act or omission undertaken with deliberate
         intent to cause injury to the Company or undertaken with reckless
         disregard for the best interests of the Company; or

                  (e) if a final decision by a Court having jurisdiction in the
         matter shall determine that such indemnification is not lawful.

         4. Continuation of Indemnity. All agreements and obligations of the
Company contained herein shall continue during the period Indemnitee is a
director, officer, employee or agent of the Company (or is or was serving at the
request of the Company as a director, trustee, officer, employee, member,
manager or agent of another corporation, limited liability company, partnership,
joint venture, trust or other enterprise) and shall continue thereafter so long
as Indemnitee shall be subject to any possible claim or threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative,
by reason of the fact that Indemnitee was a director of the Company or serving
in any other capacity referred to herein.

         5. Notification and Defense of Claim. Promptly after receipt by
Indemnitee of notice of the commencement of any action, suit or proceeding,
Indemnitee will, if a claim in respect thereof is to be made against the Company
under this Agreement, notify the Company of the commencement thereof; but the
omission so to notify the Company will not relieve it from any liability which
it may have to Indemnitee otherwise than under this Agreement. With respect to
any such action, suit or proceeding as to which Indemnitee notifies the Company
of the commencement thereof:

                  (a) The Company will be entitled to participate therein at its
         own expense; and

                  (b) Except as otherwise provided below, to the extent that it
         may wish, the Company jointly with any other indemnifying party
         similarly notified will be entitled to assume the defense thereof, with
         counsel selected by the Company and reasonably satisfactory to
         Indemnitee. After notice from the Company to Indemnitee of its election
         so to assume the defense thereof, the Company will not be liable to
         Indemnitee under this Agreement for any legal or other expenses
         subsequently incurred by Indemnitee in connection with the defense
         thereof other than reasonable costs of investigation or as otherwise
         provided below. Indemnitee shall have the right to employ counsel in
         such action, suit or proceeding but the fees and expenses of such
         counsel incurred after notice from the Company of its assumption of the
         defense thereof shall be at the expense of Indemnitee unless (i) the
         employment of counsel by Indemnitee has been authorized by the Company,
         (ii) Indemnitee shall have reasonably concluded that there may be a
         conflict of interest

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         between the Company and Indemnitee in the conduct of the defense of
         such action, or (iii) the Company shall not in fact have employed
         counsel to assume the defense of such action, in each of which cases
         the fees and expenses of counsel shall be at the expense of the
         Company. The Company shall not be entitled to assume the defense of any
         action, suit or proceeding brought by or on behalf of the Company or as
         to which Indemnitee shall have made the conclusion provided for in (ii)
         above.

                  (c) The Company shall not be liable to indemnify Indemnitee
         under this Agreement for any amounts paid in settlement of any action
         or claim effected without its written consent. The Company shall not
         settle in any manner which would impose any penalty or limitation on
         Indemnitee without Indemnitee written consent. Neither the Company nor
         Indemnitee will unreasonably withhold their consent to any proposed
         settlement.

         6. Repayment of Expenses. Indemnitee agrees that Indemnitee will
reimburse the Company for all reasonable expenses paid by the Company in
defending any civil or criminal action, suit or proceeding against Indemnitee in
the event and only to the extent that it shall be ultimately determined that
Indemnitee is not entitled to be indemnified by the Company for such expenses
under the provisions of the Ohio Statute, the Articles, this Agreement or
otherwise.

         7. Enforcement.

                  (a) The Company expressly confirms and agrees that it has
         entered into this Agreement and assumed the obligations imposed on the
         Company hereby in order to induce Indemnitee to continue as a director
         or an officer of the Company, or both, and acknowledges that Indemnitee
         is relying upon this Agreement in continuing in such capacity.

                  (b) In the event Indemnitee is required to bring any action to
         enforce rights or to collect moneys due under this Agreement and is
         successful in such action, Company shall reimburse Indemnitee for all
         of Indemnitee reasonable fees and expenses in bringing and pursuing
         such action.

         8. Separability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provision
hereof shall be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect the validity or enforceability
of the other provisions hereof.

         9. Governing Law; Binding Effect; Amendment and Termination.

                  (a) This Agreement shall be interpreted and enforced in
         accordance with the laws of the State of Ohio.

                  (b) This Agreement shall be binding upon Indemnitee and upon
         the Company, its successors and assigns, and shall inure to the benefit
         of Indemnitee, his heirs, personal representatives and assigns and to
         the benefit of the Company, its successors and assigns.

                  (c) No amendment, modification, termination or cancellation of
         this Agreement shall be effective unless in writing signed by both
         parties hereto.


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.

                                             VALUE CITY DEPARTMENT STORES, INC.



                                             By:
                                                 ------------------------------
                                                 Name:
                                                 Title:


                                                 ------------------------------

                                                                    , Indemnitee
                                                 -------------------